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                                                                   EXHIBIT 10.23

                           KANA COMMUNICATIONS, INC.
                       1999 EMPLOYEE STOCK PURCHASE PLAN
                    AS AMENDED AND RESTATED ON APRIL  , 2001

                                     XIII-1
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                           KANA COMMUNICATIONS, INC.
                       1999 EMPLOYEE STOCK PURCHASE PLAN

            As Amended and Restated Effective                 , 2001

I. PURPOSE OF THE PLAN

   This Employee Stock Purchase Plan is intended to promote the interests of
Kana Communications, Inc., a Delaware corporation, by providing eligible
employees with the opportunity to acquire a proprietary interest in the
Corporation through participation in a payroll deduction based employee stock
purchase plan designed to qualify under Section 423 of the Code.

   Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.

   The provisions of this       , 2001 restatement (the 2001 "Restatement")
shall become effective with the offering period commencing on November 1, 2001
and shall not have any force or effect prior to such date. All share numbers
contained herein reflect the two-for-one stock dividend effected on February
22, 2000.

II. ADMINISTRATION OF THE PLAN

   The Plan Administrator shall have full authority to interpret and construe
any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.

III. STOCK SUBJECT TO PLAN

   A. The stock purchasable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares of Common Stock purchased
on the open market. Subject to the automatic share increase provisions of
Section III.B., the total number of shares of Common Stock reserved for
issuance over the term of the Plan shall be limited to Twelve Million One
Hundred Twenty-Two Thousand Five Hundred Seven (12,122,507) shares (subject to
adjustment under subparagraph (B) below). Such share reserve includes (i) the
initial share reserve of One Million (1,000,000) shares, (ii) the January 3,
2000 automatic increase of Four Hundred Fifty-Five Thousand Eight Hundred
Forty-One (455,841) shares, (iii) the January 2, 2001 automatic increase of Six
Hundred Sixty-Six Thousand Six Hundred Sixty-Six (666,666) shares, and (iv) the
increase of Ten Million (10,000,000) shares authorized by the Board on
              , 2001, subject to stockholder approval at the 2001 Annual
Stockholder's Meeting (the "Annual Meeting").

   B. The number of shares of Common Stock available for issuance under the
Plan shall automatically increase on the first trading day of January each
calendar year during the term of the Plan, beginning with calendar year 2000,
by an amount equal to three-fourths of one percent (0.75%) of the total number
of shares of Common Stock outstanding on the last trading day in December of
the immediately preceding calendar year, but in no event shall any such annual
increase exceed Four Million (4,000,000) shares./1/

   C. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan, (ii) the maximum number and class of securities purchasable per
Participant on any one Purchase Date, (iii) the maximum number and class of
securities purchasable in total by all Participants on any one Purchase Date,
(iv) the maximum number and/or

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/1 /For the 2000 and 2001 calendar years, the annual increase was limited to
   666,666 shares. The increase to 4,000,000 shares shall be effective for each
   subsequent calendar year, subject to stockholder approval of the 2001
   Restatement.

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class of securities by which the share reserve is to increase automatically
each calendar year pursuant to the provisions of Section III.B of this Article
One and (v) the number and class of securities and the price per share in
effect under each outstanding purchase right in order to prevent the dilution
or enlargement of benefits thereunder.

IV. OFFERING PERIODS

   A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of overlapping offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.

   B. Each offering period shall be of such duration (not to exceed twenty-four
(24) months) as determined by the Plan Administrator prior to the start date of
such offering period. Offering periods shall commence at semi-annual intervals
on the first business day of May and on the first business day of November each
year over the term of the Plan. Accordingly, two (2) separate offering periods
shall commence in each calendar year the 2001 Restatement remains in existence.
However, the initial offering period under the 2001 Restatement shall begin on
the first business day in November 2001 and end on the last business day in
October 2003.

   C. Each offering period shall be comprised of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from the first
business day in May to the last business day in October each year and from the
first business day in November each year to the last business day in April in
the following year.

   D. Should the Fair Market Value per share of Common Stock on any Purchase
Date within a particular offering period be less than the Fair Market Value per
share of Common Stock on the start date of that offering period, then the
individuals participating in such offering period shall, immediately after the
purchase of shares of Common Stock on their behalf on such Purchase Date, be
transferred from that offering period and automatically enrolled in the next
offering period commencing after such Purchase Date.

V. ELIGIBILITY

   A. Each individual who is an Eligible Employee on the start date of any
offering period under the Plan may enter that offering period on such start
date. However, an Eligible Employee may participate in only one offering period
at a time.

   B. Except as otherwise provided in Section IV.D. above, an Eligible Employee
must, in order to participate in a particular offering period, complete the
enrollment forms prescribed by the Plan Administrator (including a stock
purchase agreement and a payroll deduction authorization) and file such forms
with the Plan Administrator (or its designate) on or before the start date of
that offering period.

VI. PAYROLL DEDUCTIONS

   A. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock during an offering period may be any multiple
of one percent (1%) of the Cash Earnings paid to the Participant during each
Purchase Interval within that offering period, up to a maximum of fifteen
percent (15%). The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

     (i) The Participant may, at any time during the offering period, reduce
  his or her rate of payroll deduction to become effective as soon as
  possible after filing the appropriate form with the Plan Administrator. The
  Participant may not, however, effect more than one (1) such reduction per
  Purchase Interval.

     (ii) The Participant may, prior to the commencement of any new Purchase
  Interval within the offering period, increase the rate of his or her
  payroll deduction by filing the appropriate form with the Plan
  Administrator. The new rate (which may not exceed the fifteen percent (15%)
  maximum) shall become effective on the start date of the first Purchase
  Interval following the filing of such form.

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   B. Payroll deductions shall begin on the first pay day administratively
feasible following the start date of the offering period and shall (unless
sooner terminated by the Participant) continue through the pay day ending with
or immediately prior to the last day of that offering period. The amounts so
collected shall be credited to the Participant's book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account. The amounts collected from the Participant shall not be required
to be held in any segregated account or trust fund and may be commingled with
the general assets of the Corporation and used for general corporate purposes.

   C. Payroll deductions shall automatically cease upon the termination of the
Participant's purchase right in accordance with the provisions of the Plan.

   D. The Participant's acquisition of Common Stock under the Plan on any
Purchase Date shall neither limit nor require the Participant's acquisition of
Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.

VII. PURCHASE RIGHTS

   A. Grant of Purchase Rights. A Participant shall be granted a separate
purchase right for each offering period in which he or she participates. The
purchase right shall be granted on the start date of the offering period and
shall provide the Participant with the right to purchase shares of Common
Stock, in a series of successive installments during that offering period, upon
the terms set forth below. The Participant shall execute a stock purchase
agreement embodying such terms and such other provisions (not inconsistent with
the Plan) as the Plan Administrator may deem advisable.

   Under no circumstances shall purchase rights be granted under the Plan to
any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.

   B. Exercise of the Purchase Right. Each purchase right shall be
automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant on each such Purchase Date. The purchase shall be
effected by applying the Participant's payroll deductions for the Purchase
Interval ending on such Purchase Date to the purchase of whole shares of Common
Stock at the purchase price in effect for the Participant for that Purchase
Date.

   C. Purchase Price. The purchase price per share at which Common Stock will
be purchased on the Participant's behalf on each Purchase Date within the
particular offering period in which he or she is enrolled shall be equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per share
of Common Stock on the start date of that offering period or (ii) the Fair
Market Value per share of Common Stock on that Purchase Date.

   D. Number of Purchasable Shares. The number of shares of Common Stock
purchasable by a Participant on each Purchase Date during the particular
offering period in which he or she is enrolled shall be the number of whole
shares obtained by dividing the amount collected from the Participant through
payroll deductions during the Purchase Interval ending with that Purchase Date
by the purchase price in effect for the Participant for that Purchase Date.
However, the maximum number of shares of Common Stock purchasable per
Participant on any one Purchase Date shall not exceed One Thousand Five Hundred
(1,500) shares, subject to periodic adjustments in the event of certain changes
in the Corporation's capitalization. In addition, the maximum number of shares
of Common Stock purchasable in total by all Participants on any one Purchase
Date, shall not exceed One Million (1,000,000) shares,/2/ subject to periodic
adjustments in the event

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/2 /For any the offering period commencing prior to November 1, 2001, the limit
   on the maximum number of shares purchasable in total on by all Participants
   on any one Purchase Date within such offering period will be Two Hundred
   Fifty Thousand (250,0000) shares

                                     XIII-4
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of certain changes in the Corporation's capitalization. However, the Plan
Administrator shall have the discretionary authority, exercisable prior to the
start of any offering period under the Plan, to increase or decrease the
limitations to be in effect for the number of shares purchasable per
Participant and in total by all Participants enrolled in that particular
offering period on each Purchase Date which occurs during that offering period.

   E. Excess Payroll Deductions. Any payroll deductions not applied to the
purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date in the same offering period.
Any payroll deductions not applied to the purchase of shares on the last
Purchase Date in the offering period shall be promptly refunded. Furthermore,
any payroll deductions not applied to the purchase of Common Stock by reason of
the limitation on the maximum number of shares purchasable per Participant or
in total by all Participants on the Purchase Date shall be promptly refunded.

   F. Withdrawal/Termination of Purchase Right. The following provisions shall
govern the withdrawal from participation in the Plan and the termination of
outstanding purchase rights:

     (i) A Participant may withdraw from the offering period in which he or
  she is enrolled by filing the appropriate form with the Plan Administrator
  (or its designate) at any time prior to the next scheduled Purchase Date in
  that offering period, and no further payroll deductions under the Plan
  shall be collected from the Participant with respect to that offering
  period. Any payroll deductions previously collected during the Purchase
  Interval in which such withdrawal occurs shall, at the Participant's
  election, be immediately refunded or held for the purchase of shares on the
  next Purchase Date. If no such election is made at the time of such
  withdrawal, then the payroll deductions collected from the Participant with
  respect to the Purchase Interval in which such withdrawal occurs shall be
  refunded as soon as possible.

     (ii) The Participant's withdrawal from the offering period shall be
  irrevocable, and the Participant may not subsequently rejoin that offering
  period. In order to resume participation in any subsequent offering period,
  such individual must re-enroll in the Plan (by making a timely filing of
  the prescribed enrollment forms) on or before the start date of that
  offering period.

     (iii) Should the Participant cease to remain an Eligible Employee for
  any reason (including death, disability or change in status) while his or
  her purchase right remains outstanding, then that purchase right shall
  immediately terminate, and all of the Participant's payroll deductions for
  the Purchase Interval in which the purchase right so terminates shall be
  immediately refunded. However, should the Participant cease to remain in
  active service by reason of an approved unpaid leave of absence, then the
  Participant shall have the right, exercisable up until the last business
  day of the Purchase Interval in which such leave commences, to (a) withdraw
  all the payroll deductions collected to date on his or her behalf for that
  Purchase Interval or (b) have such funds held for the purchase of shares on
  his or her behalf on the next scheduled Purchase Date. In no event,
  however, shall any further payroll deductions be collected on the
  Participant's behalf during such leave. Upon the Participant's return to
  active service (x) within ninety (90) days following the commencement of
  such leave or (y) prior to the expiration of any longer period for which
  such Participant's right to reemployment with the Corporation is guaranteed
  by statute or contract, his or her payroll deductions under the Plan shall
  automatically resume at the rate in effect at the time the leave began,
  unless the Participant withdraws from the Plan prior to his or her return.
  An individual who returns to active employment following a leave of absence
  which exceeds in duration the applicable (x) or (y) time period will be
  treated as a new Employee for purposes of subsequent participation in the
  Plan and must accordingly re-enroll in the Plan (by making a timely filing
  of the prescribed enrollment forms) on or before the start date of any
  subsequent offering period in which he or she wishes to participate.

   G. Change in Control. Each outstanding purchase right shall automatically be
exercised, immediately prior to the effective date of any Change in Control, by
applying the payroll deductions of each Participant for

                                     XIII-5
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the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share for each Participant
equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value
per share of Common Stock on the start date of the particular offering period
in which the Participant is enrolled at the time such Change in Control occurs
or (ii) the Fair Market Value per share of Common Stock immediately prior to
the effective date of such Change in Control. However, the applicable
limitation on the number of shares of Common Stock purchasable per Participant
shall continue to apply to any such purchase, but not the limitation applicable
to the maximum number of shares of Common Stock purchasable in total by all
Participants on any one Purchase Date.

   The Corporation shall use its best efforts to provide at least ten (10)-days
prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.

   H. Proration of Purchase Rights. Should the total number of shares of Common
Stock to be purchased pursuant to outstanding purchase rights on any particular
date exceed the number of shares then available for issuance under the Plan,
the Plan Administrator shall make a pro-rata allocation of the available shares
on a uniform and nondiscriminatory basis, and the payroll deductions of each
Participant, to the extent in excess of the aggregate purchase price payable
for the Common Stock pro-rated to such individual, shall be refunded.

   I. Assignability. The purchase right shall be exercisable only by the
Participant and shall not be assignable or transferable by the Participant.

   J. Stockholder Rights. A Participant shall have no stockholder rights with
respect to the shares subject to his or her outstanding purchase right until
the shares are purchased on the Participant's behalf in accordance with the
provisions of the Plan and the Participant has become a holder of record of the
purchased shares.

VIII. ACCRUAL LIMITATIONS

   A. No Participant shall be entitled to accrue rights to acquire Common Stock
pursuant to any purchase right outstanding under this Plan if and to the extent
such accrual, when aggregated with (i) rights to purchase Common Stock accrued
under any other purchase right granted under this Plan and (ii) similar rights
accrued under other employee stock purchase plans (within the meaning of Code
Section 423)) of the Corporation or any Corporate Affiliate, would otherwise
permit such Participant to purchase more than Twenty-Five Thousand Dollars
($25,000.00) worth of stock of the Corporation or any Corporate Affiliate
(determined on the basis of the Fair Market Value per share on the date or
dates such rights are granted) for each calendar year such rights are at any
time outstanding.

   B. For purposes of applying such accrual limitations to the purchase rights
granted under the Plan, the following provisions shall be in effect:

     (i) The right to acquire Common Stock under each outstanding purchase
  right shall accrue in a series of installments on each successive Purchase
  Date during the offering period on which such right remains outstanding.

     (ii) No right to acquire Common Stock under any outstanding purchase
  right shall accrue to the extent the Participant has already accrued in the
  same calendar year the right to acquire Common Stock under one or more
  other purchase rights at a rate equal to Twenty-Five Thousand Dollars
  ($25,000.00) worth of Common Stock (determined on the basis of the Fair
  Market Value per share on the date or dates of grant) for each calendar
  year such rights were at any time outstanding.

   C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Interval, then the
payroll deductions which the Participant made during that Purchase Interval
with respect to such purchase right shall be promptly refunded.

   D. In the event there is any conflict between the provisions of this Article
and one or more provisions of the Plan or any instrument issued thereunder, the
provisions of this Article shall be controlling.

                                     XIII-6
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IX. EFFECTIVE DATE AND TERM OF THE PLAN

   A. The Plan was adopted by the Board on July 7, 1999, approved by the sole
stockholder on August 16, 1999, and became effective at the Effective Time,
September 21, 1999.

   B. The 2001 Restatement effects the following changes to the Plan: (i)
increase the number of shares of Common Stock authorized for issuance over the
term of the Plan by an additional Ten Million (10,000,000) shares, (ii)
increase the limit on the maximum number of shares by which the share reserve
under the Plan may automatically increase each calendar year, beginning with
the 2002 calendar year, from Six Hundred Sixty Six Thousand Six Hundred Sixty
Six (666,666) shares to Four Million (4,000,000) shares, (iii) implement a
series of overlapping twenty-four (24)-month offering periods beginning at
semi-annual intervals each year, (iv) establish a series of semi-annual
purchase dates within each such offering period, (v) increase the maximum
number of shares of Common Stock purchasable in total by all Participants on
any one Purchase Date from Two Hundred Fifty Thousand (250,000) shares to One
Million (1,000,000) shares and (vi) revise certain provisions of the Plan
document in order to facilitate administration of the Plan. However, the 2001
Restatement shall not become effective unless approved by the stockholders at
the 2001 Annual Meeting. If such stockholder approval is obtained, then the
2001 Restatement shall become effective with the offering period commencing on
November 1, 2001.

   C. Unless sooner terminated by the Board, the Plan shall terminate upon the
earliest of (i) the last business day in October 2009, (ii) the date on which
all shares available for issuance under the Plan shall have been sold pursuant
to purchase rights exercised under the Plan or (iii) the date on which all
purchase rights are exercised in connection with a Change in Control. No
further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following such termination.

X. AMENDMENT OF THE PLAN

   A. The Board may alter, amend, suspend or terminate the Plan at any time to
become effective immediately following the close of any Purchase Interval.
However, the Plan may be amended or terminated immediately upon Board action,
if and to the extent necessary to assure that the Corporation will not
recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan at the Effective
Time be subsequently revised so as to require the Corporation to recognize
compensation expense in the absence of such amendment or termination.

   B. In no event may the Board effect any of the following amendments or
revisions to the Plan without the approval of the Corporation's stockholders:
(i) increase the number of shares of Common Stock issuable under the Plan,
except for permissible adjustments in the event of certain changes in the
Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify the eligibility requirements for participation
in the Plan.

XI. GENERAL PROVISIONS

   A. All costs and expenses incurred in the administration of the Plan shall
be paid by the Corporation; however, each Plan Participant shall bear all costs
and expenses incurred by such individual in the sale or other disposition of
any shares purchased under the Plan.

   B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such
person) or of the Participant, which rights are hereby expressly reserved by
each, to terminate such person's employment at any time for any reason, with or
without cause.

   C. The provisions of the Plan shall be governed by the laws of the State of
California without resort to that State's conflict-of-laws rules.

                                     XIII-7
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                                   SCHEDULE A

                         CORPORATIONS PARTICIPATING IN
                          EMPLOYEE STOCK PURCHASE PLAN
                            AS OF THE EFFECTIVE TIME

                           Kana Communications, Inc.

                                     XIII-8
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                                    APPENDIX

   The following definitions shall be in effect under the Plan:

   A. Board shall mean the Corporation's Board of Directors.

   B. Cash Earnings shall mean the (i) regular base salary paid to a
Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan plus
(ii) all overtime payments, bonuses, commissions, profit-sharing distributions
and other incentive-type payments received during such period. Such Cash
Earnings shall be calculated before deduction of (A) any income or employment
tax withholdings or (B) any contributions made by the Participant to any Code
Section 401(k) salary deferral plan or Code Section 125 cafeteria benefit
program now or hereafter established by the Corporation or any Corporate
Affiliate. However, Cash Earnings shall not include any contributions made on
the Participant's behalf by the Corporation or any Corporate Affiliate to any
employee benefit or welfare plan now or hereafter established (other than Code
Section 401(k) or Code Section 125 contributions deducted from such Cash
Earnings).

   C. Change in Control shall mean a change in ownership of the Corporation
pursuant to any of the following transactions:

     (i) a merger or consolidation in which securities possessing more than
  fifty percent (50%) of the total combined voting power of the Corporation's
  outstanding securities are transferred to a person or persons different
  from the persons holding those securities immediately prior to such
  transaction, or

     (ii) the sale, transfer or other disposition of all or substantially all
  of the assets of the Corporation in complete liquidation or dissolution of
  the Corporation, or

     (iii) the acquisition, directly or indirectly, by a person or related
  group of persons (other than the Corporation or a person that directly or
  indirectly controls, is controlled by or is under common control with the
  Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of
  the 1934 Act) of securities possessing more than fifty percent (50%) of the
  total combined voting power of the Corporation's outstanding securities
  pursuant to a tender or exchange offer made directly to the Corporation's
  stockholders.

   D. Code shall mean the Internal Revenue Code of 1986, as amended.

   E. Common Stock shall mean the Corporation's common stock, $0.001 par value.

   F. Corporate Affiliate shall mean any parent or subsidiary corporation of
the Corporation (as determined in accordance with Code Section 424), whether
now existing or subsequently established.

   G. Corporation shall mean Kana Communications, Inc., a Delaware corporation,
and any corporate successor to all or substantially all of the assets or voting
stock of Kana Communications, Inc. which shall by appropriate action adopt the
Plan.

   H. Effective Time shall mean the time at which the Underwriting Agreement
for the initial public offering of the Common Stock was executed and finally
priced. Any Corporate Affiliate which becomes a Participating Corporation after
such Effective Time shall designate a subsequent Effective Time with respect to
its employee-Participants.

   I. Eligible Employee shall mean any person who is employed by a
Participating Corporation on a basis under which he or she is regularly
expected to render more than twenty (20) hours of service per week for more
than five (5) months per calendar year for earnings considered wages under Code
Section 3401 (a).

                                     XIII-9
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   J. Fair Market Value per share of Common Stock on any relevant valuation
date shall be determined in accordance with the following provisions:

     (i) If the Common Stock is at the time traded on the Nasdaq National
  Market, then the Fair Market Value shall be the closing selling price per
  share of Common Stock on the date in question, as such price is reported by
  the National Association of Securities Dealers on the Nasdaq National
  Market and published in The Wall Street Journal. If there is no closing
  selling price for the Common Stock on the date in question, then the Fair
  Market Value shall be the closing selling price on the last preceding date
  for which such quotation exists.

     (ii) If the Common Stock is at the time listed on any Stock Exchange,
  then the Fair Market Value shall be the closing selling price per share of
  Common Stock on the date in question on the Stock Exchange determined by
  the Plan Administrator to be the primary market for the Common Stock, as
  such price is officially quoted in the composite tape of transactions on
  such exchange and published in The Wall Street Journal. If there is no
  closing selling price for the Common Stock on the date in question, then
  the Fair Market Value shall be the closing selling price on the last
  preceding date for which such quotation exists.

   K. 1933 Act shall mean the Securities Act of 1933, as amended.

   L. Participant shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.

   M. Participating Corporation shall mean the Corporation and such Corporate
Affiliate or Affiliates as may be authorized from time to time by the Board to
extend the benefits of the Plan to their Eligible Employees. The Participating
Corporations in the Plan are listed in attached Schedule A.

   N. Plan shall mean the Corporation's 1999 Employee Stock Purchase Plan, as
set forth in this document.

   O. Plan Administrator shall mean the committee of two (2) or more Board
members appointed by the Board to administer the Plan.

   P. Purchase Date shall mean the last business day of each Purchase
Interval. The initial Purchase Date shall be April 30, 2002.

   Q. Purchase Interval shall mean each successive six (6)-month period within
a particular offering period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.

   R. Stock Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.

   S. Underwriting Agreement shall mean the agreement between the Corporation
and the underwriter or underwriters that managed the initial public offering
of the Common Stock.

                                    XIII-10